SEC Form SC 13G/A filed by ironSource Ltd. (Amendment)

2/13/23 6:01:37 AM ET

$IS

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SC 13G/A 1 zk2329167.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. 1)*

ironSource Ltd.

__________________________________________________________________________________

(Name of Issuer)

Class A Ordinary Shares, no par value per share

__________________________________________________________________________________
(Title of Class of Securities)

M5R75Y 101
________________________________________________________________________________
(CUSIP Number)

December 31, 2022

____________________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. M5R75Y 101*

13G/A

Page 2 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Viola Ventures III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%

12	TYPE OF REPORTING PERSON (See Instructions)
	PN

*This was the CUSIP number for the Issuer’s Class A ordinary shares, no par value per share (“Class A ordinary shares”). The Issuer also had Class B ordinary shares, no par value (“Class B ordinary shares”), which were not registered under the Exchange Act and did not have a CUSIP.

CUSIP No. M5R75Y 101*

13G/A

Page 3 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Viola Ventures GP 3 Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%

12	TYPE OF REPORTING PERSON (See Instructions)
	CO

*This was the CUSIP number for the Class A ordinary shares. The Issuer also had Class B ordinary shares, which were not registered under the Exchange Act and did not have a CUSIP.

CUSIP No. M5R75Y 101*

13G/A

Page 4 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Shlomo Dovrat

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%

12	TYPE OF REPORTING PERSON (See Instructions)
	IN

*This was the CUSIP number for the Class A ordinary shares. The Issuer also had Class B ordinary shares, which were not registered under the Exchange Act and did not have a CUSIP.

CUSIP No. M5R75Y 101*

13G/A

Page 5 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Harel Beit-On

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%

12	TYPE OF REPORTING PERSON (See Instructions)
	IN

*This was the CUSIP number for the Class A ordinary shares. The Issuer also had Class B ordinary shares, which were not registered under the Exchange Act and did not have a CUSIP.

CUSIP No. M5R75Y 101*

13G/A

Page 6 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Avi Zeevi

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%

12	TYPE OF REPORTING PERSON (See Instructions)
	IN

*This was the CUSIP number for the Class A ordinary shares. The Issuer also had Class B ordinary shares, which were not registered under the Exchange Act and did not have a CUSIP.

Item 1(a). Name of Issuer:

The name of the issuer is ironSource Ltd. (the “Issuer”).

________________________________________________________________________________

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 121 Menachem Begin Street, Tel Aviv 6701203, Israel.

________________________________________________________________________________

Item 2(a). Name of Person Filing:

The following entities and individuals, listed in (i)-(v) below, who are filing this Amendment No. 1 (this “Amendment”) to the Statement of Beneficial Ownership on Schedule 13G filed on February 14, 2022 (the “Statement”), are referred to herein collectively as the “Reporting Persons”, and the three individuals whose names appear in (iii)-(v) below, collectively, as the “Reporting Individuals”:

(i)

Viola Ventures III, L.P. (“Viola III L.P.”)

(ii)

Viola Ventures GP 3 Ltd. (“Viola GP 3”)

(iii)

Shlomo Dovrat

(iv)

Harel Beit-On

(v)

Avi Zeevi

Viola III L.P. directly held the securities of the Issuer that were reported in the Statement. Viola GP 3 serves as the sole general partner for Viola III LP. The Reporting Individuals serve as the directors of Viola GP 3 and, therefore, possessed ultimate voting and investment authority with respect to the securities of the Issuer beneficially owned by the Reporting Persons.

________________________________________________________________________________

Item 2(b). Address of Principal Business Office or, if None, Residence:

The principal business office of each Reporting Person is c/o Viola Ventures, Ackerstein Towers, Building D, 12 Abba Eban Avenue, Herzliya 4672530, Israel.

________________________________________________________________________________

Item 2(c). Citizenship:

The citizenship or state of organization, as applicable, of each Reporting Person is as follows:

(i)

Viola III L.P.— Cayman Islands

(ii)

Viola GP 3— Israel

(iii)

Each Reporting Individual— Israel

________________________________________________________________________________

Item 2(d). Title of Class of Securities:

This Amendment relates to the Class A ordinary shares, no par value per share, of the Issuer (“Class A ordinary shares”), which were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

________________________________________________________________________________

On November 7, 2022, the Issuer and Unity Software, Inc., a Delaware corporation, completed a merger pursuant to an Agreement and Plan of Merger, dated as of July 13, 2022. As a result of the merger, the Reporting Persons no longer beneficially own any Class A ordinary shares of the Issuer (including Class A ordinary shares issuable upon conversion, on a one-for-one basis, of Class B ordinary shares of the Issuer), and the Class A ordinary shares are no longer registered under the Exchange Act.

Item 2(e). CUSIP Number:

The CUSIP number of the Class A ordinary shares was M5R75Y 101.

________________________________________________________________________________

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

	(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________ Not applicable.

________________________________________________________________________________

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Viola III L.P.

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose of or to direct the disposition of: 0

(iv)

Shared power to dispose of or to direct the disposition of: 0

II.

Viola GP 3

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose of or to direct the disposition of: 0

(iv)

Shared power to dispose of or to direct the disposition of: 0

III.

Each Reporting Individual

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose of or to direct the disposition of: 0

(iv)

Shared power to dispose of or to direct the disposition of: 0

________________________________________________________________________________

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

________________________________________________________________________________

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

________________________________________________________________________________

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

________________________________________________________________________________

Item 8. Identification and Classification of Members of the Group.

Not applicable.

________________________________________________________________________________

Item 9. Notice of Dissolution of Group.

Not applicable.

________________________________________________________________________________

Item 10. Certifications.

Not applicable.

________________________________________________________________________________

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	VIOLA VENTURES III, L.P.

	By: Viola Ventures GP 3 Ltd., its sole General Partner

	By: /s/ Shlomo Dovrat
	Name: Shlomo Dovrat
	Title: Director

	By: /s/ Itzik Avidor
	Name: Itzik Avidor
	Title: Director

	VIOLA VENTURES GP 3 LTD.

	By: /s/ Shlomo Dovrat
	Name: Shlomo Dovrat

	By: /s/ Itzik Avidor
	Name: Itzik Avidor

	/s/ Shlomo Dovrat
	SHLOMO DOVRAT

	/s/ Harel Beit-On
	HAREL BEIT-ON

	/s/ Avi Zeevi
	AVI ZEEVI

Dated: February 13, 2023

EXHIBITS

Exhibit 1 – Joint Filing Agreement pursuant to Rule 13d-1(k)(1) (incorporated by reference to Exhibit 1 to the Statement)

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SEC Form SC 13G/A filed by ironSource Ltd. (Amendment)

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